in the process of review, you can first get information about the target company from outside or from various aspects, and then contact the target company. If you can get the cooperation of the target company, you can get the detailed information of the target company and make a careful analysis. The focus of analysis generally includes: industry, law, operation, finance and so on.
(1) industry analysis.
any company is in a certain industry, and the industrial status of the company has a decisive influence on its operation and development. Industrial analysis mainly includes the following aspects:
1. General situation of the industry. The overall situation of the industry includes the stages of the industry's life cycle, its position in the national economy, and the state's policies on the industry.
most industries have to go through a cycle from emergence, growth, maturity to recession in the development process, and the development status of each industry in different life cycle stages is different, which also determines the development of companies located in this industry. If a company is located in a growing industry, the market development prospect of this company is better; On the other hand, if an enterprise is in a declining industry, its development will be relatively limited.
the status of each industry in the national economy is different in different periods of economic development. In a certain period, some industries are in a leading position and play a huge role in the development of the national economy. These industries are easily valued by the state and supported by policies. If they are located in these industries, they will easily benefit from it.
2, the industrial structure. This can be analyzed according to Porter's five basic competitive forces: potential entrants, substitute producers, suppliers, buyers and existing competitive forces in the industry. Five kinds of competitive forces constitute the state of industry without structure. The different industrial structure of a company has an important influence on its operation. If the industrial structure of a company is not good, even if the operator makes great efforts, it is difficult to get a good return.
3, the situation of strategic groups in the industry. Competitors in the industry can be divided into different strategic groups according to their different strategic positions. The position of strategic groups and the relationship between strategic groups in an industry have great influence on the competition of enterprises in the industry. If the distribution of strategic groups in an industry is reasonable, the company is in a favorable position in strategic groups, which is very important for the company's operation.
through the above analysis of the industrial situation of the target company, we can judge whether the merger and acquisition of the target company is in line with the company's overall development strategy; Whether it is possible to gain profits for the company through the good management of the target company after the merger.
(2) legal analysis.
The legal analysis of the target company mainly focuses on the following aspects:
1. Review the organization and articles of association of the company. In the process of reviewing the company's organization and articles of association, we should pay attention to the approval of acquisition, merger and asset sale, and the requirement that the merger can only be carried out after more than a few percent of voting approval; Are there any special voting rights and restrictions in the articles of association and organization? In addition, the minutes of the company's board meeting should also be reviewed.
2. Review the inventory of property. The company's ownership of the property and the insurance status should be reviewed, and whether the contractual conditions of the leased assets are favorable or not should be considered.
3, review foreign written contracts. We should review the agreement of the acquired company to use external trademarks, patents or authorize others to use them, as well as important contracts such as leasing, agency, lending and technology authorization, and pay attention to whether these contracts are still valid after the transfer of control rights of the target company.
4. Review corporate debt. Pay attention to the repayment period, interest rate and whether creditors have any restrictions on it, for example, whether the debt expires immediately when the control of the company is transferred.
5, review litigation cases. Review the company's past lawsuits and contingent lawsuits to see if there are any lawsuits that have a significant impact on the company's operations.